Virtual Annual Meeting of Stockholders
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Answers to Questions 2021 ANNUAL MEETING OF STOCKHOLDERS 1. HOW DO YOU SELECT MEMBERS OF YOUR BOARD, AND WHY DO YOU HAVE 15 DIRECTORS? The Committee on Directors’ Affairs regularly evaluates the size and composition of the Board and continually assesses whether the composition appropriately relates to ConocoPhillips’ strategic needs. These needs change as our business environment evolves. It’s important to note that the Board balances its commitment to maintaining institutional knowledge with the need for fresh perspectives that Board refreshment and director succession planning provide. As directors approach retirement age, the Committee seeks to bring in new directors to backfill the needed skills and experience of outgoing directors with enough overlap in service to allow for a smooth transfer of institutional knowledge and the sharing of experiences. As a general matter, it’s the sense of the Board that a director should not stand for re-election after his or her 72nd birthday. We anticipate two of our directors will not stand for re-election next year for this reason. The onboarding of new directors in advance of planned retirements is key to ensuring a successful transition. 2. WHAT ARE YOU DOING TO INCREASE THE NUMBER OF PEOPLE OF COLOR ON THE BOARD OF DIRECTORS? When conducting its review of the appropriate skills and qualifications desired of directors, the Committee on Directors’ Affairs considers diversity of age, skills, gender and ethnicity. A summary of each of our directors and their qualifications is available here and on pages 8-9 of our 2021 Proxy Statement. We are very committed to a diverse, inclusive and engaged Board of Directors. 3. WHERE DOES YOUR COMPANY STAND ON VOTING RIGHTS RESTRICTIONS? Voting is a democratic principle that equally values the voice of every citizen. For many Americans, gaining access to voting was a hard-fought right. All Americans who qualify should be able to exercise this right free from unnecessary hurdles. Ensuring equitable access for American voters and protecting the security and integrity of our election process is not a binary choice. We urge our elected leaders to work together to find a solution that achieves both. We encourage our employees to exercise their right to vote by allowing flexibility and paid time off to do so. 4. IS CONOCOPHILLIPS INVESTING IN THE GOAL TO ACHIEVE NET ZERO CARBON EMISSIONS BY 2050? IS THERE A FUTURE FOR CONOCOPHILLIPS IN A CARBON-NEUTRAL WORLD? We are committed to providing affordable natural gas and oil necessary to support global economic development while also lowering our greenhouse gas (GHG) emissions. In 2020 we announced a Paris- aligned climate risk strategy that sets an ambition to reduce our operational greenhouse gas (GHG) 1 Answers to Questions | 2021 ANNUAL MEETING OF STOCKHOLDERS emissions to net-zero by 2050. We also substantially revised our 2030 target to reduce our GHG emissions intensity, endorsed the World Bank Zero Routine Flaring by 2030 initiative and set a target to reduce methane emissions intensity. These targets inform internal climate goals at the business level and support innovation on efficiency and emissions reduction, GHG regulatory risk mitigation and climate-related risk management throughout the lifecycle of our assets. We use a marginal abatement cost curve (MACC) in our long-range planning to identify the most cost- effective emissions reduction opportunities available to the company globally. We are also using new technologies for methane emissions detection. Even in scenarios that meet a below 2-degree Celsius temperature rise target, fossil fuels will supply almost half of energy demand in 2050 (according to the International Energy Agency and others). The cost of supply of our resource base supports our assertion that resources with the lowest cost of supply are most likely to be developed in scenarios with lower demand, such as the IEA’s Sustainable Development Scenario. 5. WHAT IS CONOCOPHILLIPS DOING TO STAY RELEVANT WHEN OIL PRICES CONTINUE TO DECLINE AND WHAT ARE YOU DOING TO DIVERSIFY YOUR ENERGY SOURCES BEYOND NATURAL GAS AND OIL? Even in scenarios that meet a below 2-degree Celsius temperature rise target, fossil fuels will supply almost half of energy demand in 2050 (according to the International Energy Agency and others), which means our upstream industry will still play a vital role in meeting global energy demand. We have recently formed an internal low carbon team that is studying and evaluating various low carbon alternatives that are viable for our company, including investments to lower our own emissions and/or to diversify our business lines. Overall, to succeed in a low-carbon economy, we also recognize the need to play a constructive role in public policy dialogue to devise practical, equitable and cost-effective approaches to reduce GHG emissions and address the impacts of climate-related risks. As examples, we are advocates of a carbon tax and we are also members of the IEA Energy Pathways Collaboration, which is working with MIT to develop quantitative methods to develop national energy policies. 6. CAN YOU EXPLAIN WHY YOUR EXECUTIVE COMPENSATION CONTINUES TO BE SO HIGH? Our executive compensation philosophy links pay with performance. It is designed to reflect appropriate governance practices, align with the needs of our business, and maintain a strong link between executive pay and successful execution of our strategy. We were pleased with the results of the 2021 Say on Pay vote, which received support of over 92% of voting stockholders. We remain committed to ongoing dialogue with stockholders and other stakeholders to obtain their input on key matters. Our pay programs continually evolve to incorporate stockholder feedback, market best practices, and performance and retention considerations. It’s worth noting that as part of the extraordinary events of 2020, which included the simultaneous COVID- driven demand shock and OPEC driven supply shock, and our core belief that executive compensation should align the interest of executives with stockholders, the HRCC took a number of actions during the year to respond to the unprecedented impacts, including: 2 Answers to Questions | 2021 ANNUAL MEETING OF STOCKHOLDERS • Reducing base salaries or reversing 2020 salary adjustments for NEOs consistent with actions taken for employees globally to support our cost reduction efforts related to the COVID-19 pandemic; • Adjusting metrics and targets in the 2020 annual incentive program (the “VCIP”), to reflect adjusted corporate priorities and to align with external guidance and internal budgets; • Reviewing but making no changes to the performance metrics in the long-term incentive program PSP 18 (2018-2020); • Exercising negative discretion to reduce the 2020 VCIP payout below target and to reduce the PSP 18 payout, recognizing the overall stockholder experience during 2020; and • Making no individual adjustments for the NEOs for the 2020 VCIP, despite their significant contributions during this unprecedented time. 7. WILL THERE BE A DIVIDEND INCREASE IN THE NEAR FUTURE? ConocoPhillips has a long-stated commitment to return at least 30% of cash from operations to shareholders. This is something we have achieved through a combination of share buybacks and the dividend. A decision to increase the dividend is made by the Board, but a priority is to grow the dividend annually. Most recently, the dividend was increased in October of 2020. But the Board continues to review and evaluate the dividend as part of its overall strategy to return capital to stockholders. 8. HOW WOULD YOU SUMMARIZE THE STRENGTHS, WEAKNESSES, OPPORTUNITIES AND THREATS TO CONOCOPHILLIPS FOR 2021 AND BEYOND? The ConocoPhillips leadership team, in collaboration with the Board, evaluates our strategy on an ongoing basis, including as part of our enterprise risk management process. We believe that to achieve long-term success in this industry, an E&P company must have the lowest cost of supply resource base, the most capital efficient development plan, a robust balance sheet, strong financial performance, demonstrated ESG leadership and the best workforce in the industry. ConocoPhillips leads the pack on this and believes it is poised to respond to challenges from a position of strength, while also monitoring and responding – as appropriate – to the energy transition. 9. DOES CONOCOPHILLIPS INTEND TO ADDRESS FLARING OF GAS AT ITS WELLS? Setting a target to get to zero routine flaring by 2030, with an ambition to get there by 2025, is a key near-term action within our ambition to become a net-zero company by 2050. While our flaring emissions make up only 11% of our total GHG emissions, the target will drive continued near-term focus on routine flaring reductions across our assets. Flaring is a regulated and permitted process for the controlled release and burning of natural gas during oil and gas exploration, production and processing operations. Routine flaring is defined as flaring that occurs during the normal production of oil in the absence of sufficient facilities to utilize the gas onsite, dispatch it to a market or re-inject it. Flaring for safety reasons, non-routine flaring or flaring gas other than associated gas is not included as part of the World Bank Zero Routine Flaring initiative Note that the company’s flaring emissions over the last five years represent just 11% of the company’s regularly reported greenhouse gas emissions. Some ways we are already reducing our flaring is by 3 Answers to Questions | 2021 ANNUAL MEETING OF STOCKHOLDERS working with our midstream partners to increase processing capacity and provide forecasts to improve their ability to plan. In the Permian, we have built and operate our own gathering system, which enables more flexibility and connections to multiple third-party processors. We have also developed and implemented facility design changes to reduce (or eliminate) flaring from tanks, and we utilize an internal decision tree to optimize our operations to reduce flaring during third party outages.